technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

DIRECTORS’ FEES AND OTHER 4.2.1.3 COMPENSATION GRI [102-35] [102-37]

a fee of €4,000 for each meeting of the Board of Directors and an • additional Director’s fee of €2,500 for each meeting that requires overseas or U.S. Coast to Coast travel; a fixed fee of €10,000 for each committee Chairman; • a fee of €3,000 for each meeting of the Audit Committee and • €2,000 for other committees; and an exceptional Directors’ fees set at €10,000 per Director present • within the Board of Directors as of December 31, 2018 for Directors’ participation to strategy meetings. It is to be noted that there is no payment of fees for teleconference meetings or meetings lasting under one hour, nor any fees paid to the current Director representing employees or Mr. Maarten Wildschut in accordance with RWC’s policy. Except for Mr. Frédéric Rose and Mr. Bruce Hack, the Directors received no compensation other than Directors’ fees for fiscal year 2018. Except for Mr. Frédéric Rose, the Directors held no offices in other Group companies.

In accordance with Article L. 225-37 of the French Commercial Code, the principles and rules defined by the Board of Directors to determine Directors’ fees granted to Board Members are set out below. The Remunerations Committee recommends to the Board of Directors the total amount of Directors’ fees to be submitted for shareholders’ approval at the Annual General Meeting, and their allocation among the Directors. The maximum annual amount of Directors’ fees that can be paid to the Directors was set at €850,000 by the Annual General Meeting held on April 29, 2016. The rules governing the allotment of the Directors’ fees payable for 2018 are the following: a fixed fee of €30,000 for each Director; •

DIRECTORS’ FEES AND OTHER COMPENSATION PAID TO DIRECTORS IN 2018 AND 2019 (TABLE NO. 3 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Gross amounts due in respect of fiscal year 2018 and paid in 2019

Gross amounts due in respect of fiscal year 2017 and paid in 2018

Other compensation items

Name (in euros)

Other compensation items

Directors’ fees

Directors’ fees

Bpifrance Participations

86,000 74,000

- - - - - - - - - -

81,500 28,500

- - - - - - - - -

Birgit Conix (1) Yann Debois (2) Ana Garcia Fau Nicolas Grelier (3)

-

-

102,000 25,000 103,000 36,000 104,000 101,500

91,000

N/A

Bruce Hack

125,000 (4)

89,000

150,000 (5)

Didier Lombard (6) Melinda Mount

-

98,500 93,000 54,000

Laura Quatela

77,500

Hilton Romanski (7) Maarten Wildschut (8)

N/A

-

TOTAL

709,000

125,000

535,500

150,000

Ms. Birgit Conix resigned from his office in September 2018. (1) Mr. Yann Debois is Employee Director since July 2017. (2) Mr. Nicolas Grelier’s term of office as Employee Director ended in July 2017. (3) In compliance with the Compensation policy applicable to the Chairman of the Board, Mr. Bruce Hack receives a fixed compensation of €150,000. For the year 2017, this (4) fixed compensation as pro-rated to €125,000 to take into account the fact that he was appointed in the course of the year. Mr. Didier Lombard’s term of office ended in April 2017. (6) Mr. Hilton Romanski resigned from his office in October 2018. (7) In compliance with RWC’s policy, Mr. Marteen Wildschut does not receive any directors’ fees. (8)

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TECHNICOLOR REGISTRATION DOCUMENT 2018